-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkWtZW8RQkjzpBbOA4gusBj6WS3LpvyP+oHeG2nKOYdpvKudNfRLXBJLaBPzh1Pi 2pwGQDcMYC/vAq+Nbj9Lrw== 0000950152-01-500527.txt : 20010321 0000950152-01-500527.hdr.sgml : 20010321 ACCESSION NUMBER: 0000950152-01-500527 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010320 GROUP MEMBERS: AGC INVESTMENTS, INC. GROUP MEMBERS: AMERICAN GREETINGS CORPORATION GROUP MEMBERS: AMERICAN PIE ACQUISITION CORP. GROUP MEMBERS: AMERICANGREETINGS COM INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGREETINGS NETWORK INC CENTRAL INDEX KEY: 0001083992 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943207092 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-57829 FILM NUMBER: 1572403 BUSINESS ADDRESS: STREET 1: 149 NEW MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4153754100 MAIL ADDRESS: STREET 1: 149 NEW MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: E GREETINGS NETWORK DATE OF NAME CHANGE: 19991012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGREETINGS NETWORK INC CENTRAL INDEX KEY: 0001083992 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943207092 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-57829 FILM NUMBER: 1572404 BUSINESS ADDRESS: STREET 1: 149 NEW MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4153754100 MAIL ADDRESS: STREET 1: 149 NEW MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: E GREETINGS NETWORK DATE OF NAME CHANGE: 19991012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANGREETINGS COM INC CENTRAL INDEX KEY: 0001089055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN RD CITY: CLEVELAND STATE: OH ZIP: 44144-2398 BUSINESS PHONE: 2162527300 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: CLEVELAND STATE: OH ZIP: 44144-2398 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANGREETINGS COM INC CENTRAL INDEX KEY: 0001089055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN RD CITY: CLEVELAND STATE: OH ZIP: 44144-2398 BUSINESS PHONE: 2162527300 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: CLEVELAND STATE: OH ZIP: 44144-2398 SC TO-T/A 1 l87276ascto-ta.txt AMERICAN GREETINGS.COM/EGREETINGS NETWORK SCTO-T/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) ----------------------- EGREETINGS NETWORK, INC. (Name of Subject Company (Issuer)) AMERICAN GREETINGS CORPORATION AGC INVESTMENTS, INC. AMERICAN PIE ACQUISITION CORP. AMERICANGREETINGS.COM, INC. (Name of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 282343102 (CUSIP Number of Class of Securities) ----------------------- Tammy L. Martin, Esq. AmericanGreetings.com, Inc. Three American Road Cleveland, OH 44144 (216) 889-5000 Copy to: Lyle G. Ganske Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, OH 44114 (216) 586-3939 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ----------------------- CALCULATION OF FILING FEE Transaction Valuation(1) Amount of Filing Fee(2) $30,829,435 $6,166 [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. Amount Previously Paid:$6,166 Filing Party: American Pie Acquisition Corp. AmericanGreetings. com, Inc. Form or Registration No.: Schedule TO Date Filed: February 12, 2001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] - -------- (1) Estimated solely for purposes of calculating the amount of the filing fee. This amount assumes the purchase at $0.85 per share, pursuant to the Offer To Purchase, of all 33,007,900 shares of common stock (the "Shares"), of Egreetings Network, Inc. outstanding as of January 29, 2001, and 2,817,720 Shares issuable upon exercise of certain options and 444,304 Shares issuable upon exercise of certain warrants. (2) The fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, is 1/50 of one percent of the aggregate of the value of the transaction. 2 This Final Amendment is to the Tender Offer Statement on Schedule TO, originally filed on February 12, 2001 (the "Statement"), that relates to the offer by American Pie Acquisition Corp. (the "Purchaser"), a Delaware corporation and wholly owned subsidiary of AmericanGreetings.com, Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $0.001 per share (the "Shares") of Egreetings Network, Inc., a Delaware corporation (the "Company"), at a purchase price of $0.85 per Share, net to the seller in cash, without interest on the terms and subject to the conditions set forth in the Offer To Purchase, dated February 12, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). This Statement is being filed on behalf of Parent, Purchaser, American Greetings Corporation and AGC Investments, Inc. Unless the context otherwise requires, capitalized terms not defined in this Statement have the meanings assigned to them in the Offer to Purchase. The Statement is hereby amended and/or supplemented as provided below: ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 8 is hereby amended and supplemented by the following: Pursuant to the Offer, which expired at 3:00 p.m., Eastern Time, on Monday, March 19, 2001, Purchaser purchased a total of 31,747,524 Shares, representing approximately 94.89% of the outstanding Shares. In accordance with the terms of the Merger Agreement, after Purchaser purchased the Shares, Purchaser merged with and into the Company on March 19, 2001, pursuant to the "short-form" merger procedure permitted under Section 253 of Delaware law. In connection with the Merger, each issued and outstanding Share (other than those held by Parent, Purchaser or any other subsidiary of Parent, any Shares held in the treasury of the Company or Shares with respect to which appraisal rights will have been demanded and perfected in accordance with applicable Delaware law) were converted into and represented the right to receive $0.85 in cash, without interest. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by adding to the end thereof the following: On March 19, 2001, Parent issued a press release, a copy of which is included as exhibit (a)(11) hereto and incorporated herein by reference, which announced that Purchaser completed the Offer and closed the acquisition for the Company. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(11) Text of press release issued by Parent announcing the expiration of the Offer and the completion of the Merger, dated March 19, 2001 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 20, 2001 AMERICANGREETINGS.COM, INC. By: /s/ Maureen Spooner ----------------------------------------- Name: Maureen Spooner Title: Chief Financial Officer AMERICAN PIE ACQUISITION CORP. By: /s/ Maureen Spooner ----------------------------------------- Name: Maureen Spooner Title: Vice President of Finance and Administration, Treasurer and Secretary AMERICAN GREETINGS CORPORATION By: /s/ William S. Meyer ----------------------------------------- Name: William S. Meyer Title: Senior Vice President and Chief Financial Officer AGC INVESTMENTS, INC. By: /s/ Dale Cable ----------------------------------------- Name: Dale Cable Title: Treasurer 4 EXHIBIT INDEX (a)(11) Text of press release issued by Parent announcing the expiration of the Offer and completion of the Merger, dated March 19, 2001 EX-99.A.11 2 l87276aex99-a_11.txt EXHIBIT (A)11 1 Exhibit (a)11 FOR IMMEDIATE RELEASE AMERICANGREETINGS.COM COMPLETES TENDER OFFER FOR EGREETINGS, CLOSES ACQUISITION CLEVELAND (March 19, 2001) - AmericanGreetings.com today announced that it has completed its cash tender offer for all of the outstanding shares of common stock of Egreetings Network, Inc. (NASDAQ: EGRT) at 85 cents net per share, and that the acquisition of Egreetings by AmericanGreetings.com has closed. Josef Mandelbaum, chairman and chief executive officer of AmericanGreetings.com, said the conclusion of the acquisition is a watershed event for the company. "The addition of Egreetings will allow us to increase and diversify our audience with popular and established brands," Mandelbaum said. "We are also very excited to continue and hope to expand the exclusive relationship Egreetings has established with the Microsoft Network. This acquisition adds to the momentum we've been building since last year with both consumers and advertisers, and should contribute to our goal of becoming profitable by the fourth quarter of this calendar year." In the offer, which commenced Feb. 12, 2001 and expired at 3 p.m. EST on March 19, 2001, a total of 31,747,524 shares of Egreetings common stock, or 94.89 percent of the outstanding shares, were validly tendered and not withdrawn, all of which were accepted for payment. Each share of Egreetings common stock not tendered was converted into the right to receive 85 cents in cash, without interest, pursuant to a merger of Egreetings with a wholly owned subsidiary of AmericanGreetings.com. The total value of the transaction was approximately $28.4 million. Mandelbaum said that both Egreetings and Beat Greets, its spin-off site, will continue to operate as separate brands. According to February's Nielsen//NetRatings for home and work Internet users, AmericanGreetings.com was the 17th most visited site on the web with 13.2 million unique visitors, while Egreetings was 71st with 4.6 million unique visitors. Accounting for the 6.4 percent overlap in the two audiences, the combined company would have been the 12th most visited site on the web in February with 16.8 million unique visitors. ABOUT AMERICANGREETINGS.COM 2 AmericanGreetings.com is the online greetings and personal expression subsidiary of American Greetings Corporation (NYSE: AM), the world's largest publicly held creator, manufacturer and distributor of greeting cards and social expression products. AmericanGreetings.com consistently ranks as one of the top 20 Web sites in terms of monthly unique visitors, according to Nielsen//NetRatings. Through partnerships with AOL, AIM, ICQ and Netscape, AmericanGreetings.com (AOL Keyword: AG) reaches 80 percent of all Web users. It offers more than 15,000 total greetings, the largest selection available on the Web. Branded content available from AmericanGreetings.com includes online cards and entertainment from Egreetings Network, and the eAgents newsletter, which consolidates and delivers personalized content from the top sites on the Internet to subscribers. ### INVESTOR CONTACT: MEDIA CONTACT: DALE A. CABLE DAVID D. POPLAR VICE PRESIDENT, TREASURER INVESTOR AND MEDIA RELATIONS MANAGER (216) 252-7300 (216) 252-4864 -----END PRIVACY-ENHANCED MESSAGE-----